AGENCY AGREEMENTAgency Agreement • October 29th, 2023 • Ontario
Contract Type FiledOctober 29th, 2023 JurisdictionResearch Capital Corporation, as the sole agent and sole bookrunner (the "Agent"), understands that Innocan Pharma Corporation (the "Company") proposes to issue up to 10,000,000 units of the Company (the "Units") at a price of $0.30 per Unit (the "Subscription Price"), with each Unit comprised of one common share of the Company (each, a "Unit Share") and one common share purchase warrant of the Company ("Unit Warrant"), for aggregate gross proceeds of approximately $3,000,000, subject to the terms and conditions set out below. In addition, the Company hereby grants the Agent an option (the "Over- Allotment Option") to increase the size of the Offering (as defined below) to sell up to an additional 1,500,000 Units (the "Additional Units") for additional gross proceeds of up to approximately $450,000. The Over-Allotment Option is exercisable at any time on or before forty-eight (48) hours prior to the final Closing Date (as hereinafter defined). The Units and the Additional Units are col